AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of the 10th day of April, 2006, by and among FGX International Inc., a Delaware corporation with a mailing address of 500 George Washington Highway, Smithfield, Rhode Island 02917 (the “Company”), John H. Flynn, Jr., an individual with a residence address of 52 Second Street, Newport, Rhode Island 02840 (“Executive”), and, solely with respect to Section 13 of this Agreement, AAi.FosterGrant, Inc., a Rhode Island corporation (“FosterGrant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Amended and Restated Employment Agreement (this “Agreement”) is entered into and shall be effective as of September 1, 2005, by and among FGX International Inc., a Delaware corporation (the “Company”), Steven Crellin, a resident of the State of Massachusetts (the “Employee”) and, solely with respect to Section 21 of this Agreement, Magnivision, Inc., a Delaware corporation (“Magnivision”).
TIME-BASED INCENTIVE STOCK OPTION AGREEMENTStock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Stock Option Agreement (this “Agreement”) is entered into and effective as of December 15, 2005 (the “Grant Date”) between FGX International Holdings Limited, a British Virgin Islands corporation (the “Company”) and Steven Crellin (the “Optionee”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • December 20th, 2006 • FGX International Holdings LTD • Delaware
This Director and Officer Indemnification Agreement (the “Agreement”) is made and entered into this ___day of ___, 2006, by and among FGX International Holdings Limited, a British Virgin Islands international business company (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any successor to the Company), FGX International Inc., a Delaware corporation, and wholly-owned indirect subsidiary of the Company (“FGX Delaware”) and ___ (“Indemnitee”).
AMENDMENT TO TIME-BASED VESTING INCENTIVE STOCK OPTION AGREEMENTTime-Based Vesting Incentive Stock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Amendment to the Time-Based Vesting Incentive Stock Option Agreement (this “Amendment”) is entered into and effective as of December 20, 2006 between FGX International Holdings Limited, a British Virgin Islands company (the “Company”) and Alec Taylor (the “Optionee”).
AMENDMENT TO EVENT-BASED VESTING INCENTIVE STOCK OPTION AGREEMENTEvent-Based Vesting Incentive Stock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Amendment to the Event-Based Vesting Incentive Stock Option Agreement (this “Amendment”) is entered into and effective as of November 16, 2006 between FGX International Holdings Limited, a British Virgin Islands company (the “Company”) and Alec Taylor (the “Optionee”).
AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Amendment to the Incentive Stock Option Agreement (this “Amendment”) is entered into and effective as of December 20, 2006 between FGX International Holdings Limited (f/k/a Envision Worldwide Holdings Limited), a British Virgin Islands company (the “Company”) and Steven Crellin (the “Optionee”).
SECOND LIEN CREDIT AGREEMENT among FGX INTERNATIONAL INC., as US Borrower, FGX INTERNATIONAL LIMITED, as BVI Borrower, The Several Lenders from Time to Time Parties Hereto, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, and JPMORGAN CHASE...Second Lien Credit Agreement • December 20th, 2006 • FGX International Holdings LTD • New York
SECOND LIEN CREDIT AGREEMENT, dated as of December 9, 2005, among FGX INTERNATIONAL INC., a Delaware corporation (the “US Borrower”), FGX INTERNATIONAL LIMITED, a British Virgin Islands international business company (the “BVI Borrower”, and together with the US Borrower, the “Borrowers” and, individually, each a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
AMENDMENT TO TIME-BASED INCENTIVE STOCK OPTION AGREEMENTTime-Based Incentive Stock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Amendment to the Time-Based Incentive Stock Option Agreement (this “Amendment”) is entered into and effective as of December 20, 2006 between FGX International Holdings Limited (f/k/a Envision Worldwide Holdings Limited), a British Virgin Islands company (the “Company”) and Steven Crellin (the “Optionee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • FGX International Holdings LTD • Delaware
This REGISTRATION RIGHTS AGREEMENT is dated as of November 17, 2006 by and between FGX International Holdings Limited, an International Business Company organized under the laws of the British Virgin Islands (the “Company”) and Berggruen Holdings North America Ltd., an International Business Company organized under the laws of the British Virgin Islands (“Berggruen”).
SHAREHOLDERS’ AGREEMENTShareholders' Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Shareholders’ Agreement (this “Agreement”) is entered into and shall be effective as of September, 2004 among Envision Worldwide Holdings Limited, a British Virgin Islands international business company (the “Company”), and certain shareholders of the Company from time to time made a party hereto (each such Person being referred to herein as a “Shareholder” and all such Persons being referred to collectively herein as the “Shareholders”).
FIRST LIEN CREDIT AGREEMENT among FGX INTERNATIONAL INC., as US Borrower, FGX INTERNATIONAL LIMITED, as BVI Borrower, The Several Lenders from Time to Time Parties Hereto, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, and JPMORGAN CHASE...First Lien Credit Agreement • December 20th, 2006 • FGX International Holdings LTD • New York
FIRST LIEN CREDIT AGREEMENT, dated as of December 9, 2005, among FGX INTERNATIONAL INC., a Delaware corporation (the “US Borrower”), FGX INTERNATIONAL LIMITED, a British Virgin Islands international business company (the “BVI Borrower”, and together with the US Borrower, the “Borrowers” and, individually, each a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Stock Option Agreement (this “Agreement”) is entered into and effective as of October 2, 2004 (the “Grant Date”) between Envision Worldwide Holdings Limited, a British Virgin Islands company (the “Company”) and Steven Crellin (the “Optionee”).
EVENT-BASED VESTING INCENTIVE STOCK OPTION AGREEMENTStock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Stock Option Agreement (this “Agreement”) is entered into and effective as of December 15, 2005 (the “Grant Date”) between FGX International Holdings Limited, a British Virgin Islands company (the “Company”) and Alec Taylor (“Optionee”).
